Free Non-Disclosure Agreement (NDA) Template (Word & PDF – 2026)
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Get the fillable document, the editable version, and an action checklist:
The short version:
- An NDA is a contract that makes confidentiality enforceable. A verbal promise to keep something secret is hard to prove. A signed NDA documents exactly what is protected and what happens if it leaks. NDAs can also be signed electronically with full legal effect.
- A free template is legally valid. Enforceability depends on whether the terms are reasonable and properly filled in, not on what you paid. You can copy the full template below straight from this page.
- One clause most free templates miss: if your NDA covers a worker (employee or contractor), federal law requires a short whistleblower-immunity notice. Leave it out and you forfeit punitive damages and attorney fees against that person. Ours includes it.
- Match the duration to the information. Two to five years for ordinary business information; indefinite only for genuine trade secrets.
Download Your Free NDA Template (Word & PDF)
Need a Non-Disclosure Agreement today? Download our free, fact-checked NDA template above in Word (.docx) or PDF, or copy the full text from this page in the section below. Fill in your details, customize the terms, and use it right away.
Prefer a guided, fill-in-the-blank version that adapts to your state? LawDepot walks you through an NDA question by question.
What’s included in this free download:
- Unilateral (one-way) and mutual (two-way) NDA templates
- Fill-in-the-blank format with plain-English instructions
- The federal whistleblower-immunity notice (18 U.S.C. §1833(b))
- Compatible with all U.S. states
- Editable in Microsoft Word, Google Docs, or any PDF reader
What Is a Non-Disclosure Agreement (NDA)?
A Non-Disclosure Agreement, also called a confidentiality agreement or proprietary information agreement, is a legally binding contract that creates a confidential relationship between the parties. Whoever receives the protected information agrees not to share it with anyone outside the agreement.
NDAs cover everything from trade secrets and business strategy to client lists, source code, financial data, and unpublished creative work. Without one, your legal options are thin if someone shares your confidential information, even if they promised out loud to keep it quiet.
The practical effect: a verbal confidentiality promise is difficult to enforce because it is hard to prove what was agreed. A signed NDA fixes three things in writing: the obligation itself, the exact information covered, and the consequences of a breach. That documentation is what gives you leverage if the information ever walks out the door.
When Do You Need an NDA? (12 Common Scenarios)
NDAs are not only for large corporations. Small businesses, freelancers, startups, and individuals use them every day. The most common situations:
Business & Employment
1. Hiring employees or contractors before they access your internal systems, client databases, pricing models, or proprietary processes.
2. Discussing a business partnership such as a joint venture or merger, where both sides share financials and strategy.
3. Pitching to investors before revealing detailed projections, customer metrics, or technology specifics.
4. Working with vendors or suppliers who need access to your systems, customer data, or operations to do their job.
5. Licensing intellectual property before sharing formulas, designs, or source code with a potential licensee. (For ownership of work product, pair the NDA with an IP assignment agreement.)
Creative & Technology
6. Sharing a business idea with potential partners, developers, or manufacturers who could replicate it.
7. Software development before hiring developers who will see your source code, architecture, or algorithms.
8. Product prototyping with manufacturers, 3D-printing services, or design firms working on unreleased products.
Personal & Professional
9. Selling a business, when buyers review financials, contracts, and operations during due diligence.
10. Mediation or settlement discussions, to keep what is said in dispute resolution confidential.
11. High-profile or private clients, where assistants, household staff, or service providers see private information.
12. Specialized practices, for proprietary methods or research data shared with collaborators.
The rule of thumb: if you are about to share information that would hurt your business or your privacy if it became public, put an NDA in place first.
Free NDA Template (Copy & Paste)
Here is a complete mutual NDA you can copy straight from the page. It is written as a two-way agreement (both sides share confidential information). To make it one-way, name only one party as the “Disclosing Party” and the other as the “Receiving Party,” and the obligations run in a single direction. Replace every bracketed field with your details.
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of [EFFECTIVE DATE] by and between [PARTY A LEGAL NAME], a [STATE] [ENTITY TYPE, e.g., limited liability company] located at [ADDRESS] (“Party A”), and [PARTY B LEGAL NAME], a [STATE] [ENTITY TYPE] located at [ADDRESS] (“Party B”). Party A and Party B are each a “Party” and together the “Parties.”
1. Purpose. The Parties wish to explore [DESCRIBE THE PURPOSE, e.g., “a potential supply agreement”] (the “Purpose”) and, in doing so, may disclose confidential information to each other.
2. Confidential Information. “Confidential Information” means non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether oral, written, or electronic, that is marked confidential or that a reasonable person would understand to be confidential, including business strategies, financial data, customer and supplier lists, technical data, source code, designs, and trade secrets.
3. Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is independently developed without using the Confidential Information; or (d) is lawfully received from a third party without a duty of confidentiality.
4. Obligations. The Receiving Party will: (a) use the Confidential Information only for the Purpose; (b) not disclose it to any third party without the Disclosing Party’s written consent; (c) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; (d) limit access to personnel with a need to know who are bound by similar obligations; and (e) promptly notify the Disclosing Party of any unauthorized disclosure.
5. Term and Survival. This Agreement begins on the Effective Date and continues for [e.g., “2 years”] (the “Disclosure Period”). The confidentiality obligations survive for [e.g., “3 years”] after the Disclosure Period ends. Obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.
6. Compelled Disclosure. If the Receiving Party is required by law, subpoena, or court order to disclose Confidential Information, it may do so, provided it gives the Disclosing Party prompt written notice (where legally permitted) and discloses only what is required.
7. Return or Destruction. On the Disclosing Party’s request or when the Purpose ends, the Receiving Party will return or destroy all Confidential Information and, on request, certify the destruction in writing.
8. No License. Nothing in this Agreement transfers any ownership, license, or intellectual property right. All Confidential Information remains the property of the Disclosing Party.
9. Notice of Immunity (18 U.S.C. §1833(b)). An individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret that is made (a) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal.
10. Remedies. The Parties agree that a breach may cause irreparable harm for which money damages are inadequate, and that the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
11. General. This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-law rules. It is the entire agreement between the Parties on this subject and replaces any prior understanding. If any provision is held unenforceable, the rest remains in effect. This Agreement may not be assigned without the other Party’s written consent, and may be amended only in a writing signed by both Parties. It may be signed in counterparts, including electronically.
[PARTY A NAME] Signature: __________________ Date: __________
[PARTY B NAME] Signature: __________________ Date: __________
This template is general information, not legal advice. For high-value or specialized situations, have it reviewed by an attorney licensed in your state.
What Each Section Does (and Why It Matters)
The template above follows the structure courts expect from an enforceable NDA. Here is what the key sections are doing under the hood.
Parties & Effective Date
Name the legal entity (the LLC or corporation), not only the individual, unless a person is signing on their own behalf. Here is where businesses get caught: if you name “John Smith” but he operates as “Smith Consulting LLC,” you may be unable to enforce the NDA against the company. Use the exact legal name from the company’s formation records or its LLC operating agreement.
Definition of Confidential Information
This is the section courts scrutinize most. Define the information by category and, where you can, by specific item. “All business information” is usually too broad and invites a challenge. The standard exclusions in Section 3 (public information, prior knowledge, independent development, third-party receipt) are what keep the definition reasonable.
Obligations of the Receiving Party
The distinction that matters: the Receiving Party should be limited to using the information for the stated Purpose and nothing else. A narrow Purpose is one of the strongest protections in the whole document.
Term & Duration
Two timeframes, not one. The disclosure period is how long information is being shared. The survival period is how long the duty to protect it lasts afterward, typically two to five years for ordinary business information and indefinite for genuine trade secrets. Some states will not enforce an indefinite confidentiality period for information that is not a trade secret, so match the clock to the information.
Remedies for Breach
The injunction clause earns its place. Once a trade secret is public, no amount of money makes it secret again. A clause acknowledging that breach causes irreparable harm lets you ask a court to stop disclosure before the damage is done, rather than suing for losses after the fact.
The Clause Most Free NDA Templates Get Wrong
If your NDA covers a worker, and most do, it needs one clause that the majority of free templates online leave out: the whistleblower-immunity notice required by the federal Defend Trade Secrets Act (DTSA).
Under 18 U.S.C. §1833(b), an employer must give notice of the law’s whistleblower immunity in any agreement with an “employee” that governs the use of trade secrets or other confidential information. For this rule, “employee” includes independent contractors and consultants, so it reaches far more agreements than people assume.
Here is the consequence of skipping it. If you leave the notice out and later sue an employee or contractor for trade secret theft, a court cannot award you exemplary (punitive) damages or attorney fees against that person. You keep your right to sue, but you lose two of the most valuable remedies. That is why Section 9 of the template above includes the notice. You can satisfy the requirement either with the notice itself or by cross-referencing a separate policy document that sets out your reporting policy. This single clause is a clear example of where a careful template beats a generic one pulled from a random website.
Free Template vs. Online Builder vs. Attorney
Our free template handles standard situations well. The honest question is when to spend money instead. Here is the trade-off.
| Option | Typical cost | Best for | Trade-off |
|---|---|---|---|
| Free template (like ours) | $0 | Freelancers, standard vendor and partner relationships, basic hires | You do the customizing and state-checking yourself |
| Online builder (e.g., LawDepot) | Subscription or per-document | People who want guided questions and state-specific language | Ongoing cost; still not tailored legal advice |
| NDA drafted by an attorney | ~$300 to $1,500 | High-stakes IP, multi-party deals, regulated industries, cross-border | Highest cost; slower turnaround |
Consider hiring an attorney if your situation involves trade secrets worth a great deal, international parties, government contracts or classified information, a heavily regulated industry (healthcare, defense, finance), or an employment NDA in California, which restricts what these agreements can do. For most everyday business relationships, a properly completed free template does the job. A paid, attorney-drafted NDA is not automatically “more enforceable,” it is more likely to be tailored to an unusual situation.
Want state-specific language and built-in guidance while you fill it out? LawDepot’s NDA builder adapts the clauses to your state.
How to Fill Out Your NDA (Step-by-Step)
Whether you use the copy-paste template or the download, the steps are the same.
Step 1: Choose Your NDA Type
Use a unilateral (one-way) NDA when only you are sharing confidential information, for example when hiring a contractor, freelancer, or vendor. Use a mutual (two-way) NDA when both sides will share, for example in a partnership, merger, or joint-development discussion.
Step 2: Enter the Parties’ Information
Use each party’s exact legal name and state of formation. If an individual signs for an entity, name the entity as the party and have the person sign as an authorized representative.
Step 3: Define the Purpose
Write a specific purpose. The narrower it is, the stronger the NDA. “Evaluating a potential supply agreement for [PRODUCT]” protects you better than “any business discussions.”
Step 4: Specify the Confidential Information
Start from the categories in the template, then add the specific items that apply and remove the ones that clearly do not. Trimming what does not apply helps you avoid an “overbroad” challenge.
Step 5: Set the Duration
Match the survival period to the information’s useful life.
| Situation | Disclosure Period | Confidentiality (Survival) Period |
|---|---|---|
| Employee / contractor | During engagement | 2–3 years after it ends |
| Business partnership | During discussions | 3–5 years |
| Investment pitch | During fundraising | 2–3 years |
| Trade secrets | Indefinite | Indefinite (while still secret) |
| M&A due diligence | During the process | 2 years or until closing |
| Product development | During the project | 3–5 years |
Step 6: Choose Governing Law & Dispute Resolution
Pick the state whose law will govern, usually where the disclosing party is based or where the work happens. Then decide how disputes are handled: mediation first then litigation (cost-effective for small businesses), binding arbitration (faster and private, with limited appeal), or direct litigation (often preferred for trade secrets, where you may need a fast court order).
Step 7: Review, Sign, and Store
Both parties sign and date, each keeps a copy, and you store it securely. For high-value agreements, consider notarization.
State-Specific NDA Rules (2026)
An NDA’s confidentiality terms are generally enforceable nationwide, but a few states limit what these agreements can do. The headline differences:
California
- Non-compete clauses are void under Cal. Bus. & Prof. Code §16600, and two 2024 laws (SB 699 and AB 1076) expanded that ban and gave employees a private right of action. An NDA cannot be used as a back-door non-compete.
- Under the Silenced No More Act (SB 331, 2022), an NDA cannot stop someone from disclosing unlawful acts such as harassment or discrimination.
- Confidentiality and trade-secret protection are still enforceable under California’s version of the Uniform Trade Secrets Act.
New York
- Reasonable NDAs are generally enforceable, with courts applying a reasonableness test to scope and duration.
- Under General Obligations Law §5-336, an NDA generally cannot conceal the facts of a discrimination or harassment claim unless the complainant prefers confidentiality.
Texas
- Texas enforces confidentiality agreements readily and is considered business-friendly.
- If an NDA functions as a restraint of trade, it must meet the reasonableness rules in Tex. Bus. & Com. Code §15.50 and be tied to an otherwise enforceable agreement.
Florida
- Florida Statute §542.335 governs restrictive covenants, and protecting trade secrets and valuable confidential business information is a recognized legitimate business interest.
- The restraint must be reasonable in time, area, and line of business.
Federal Limits (All States)
- The Defend Trade Secrets Act adds a federal route to sue for trade-secret theft, and requires the §1833(b) immunity notice covered above.
- An NDA cannot stop someone from reporting securities violations to the SEC, under SEC Rule 21F-17.
- Under Section 7 of the NLRA, an overly broad confidentiality or non-disparagement clause can be unlawful if it chills employees from discussing wages or working conditions (the NLRB’s 2023 McLaren Macomb decision).
- The federal Speak Out Act (2022) limits the enforceability of pre-dispute NDAs covering sexual assault and sexual harassment.
Common NDA Mistakes to Avoid
Mistake 1: Defining Confidential Information Too Broadly
“All information shared between the parties” tends to get struck down. Courts want specificity. Use broad categories plus space for specific items.
Mistake 2: Forgetting the Exclusions
Without the standard exclusions (public information, prior knowledge, independent development, third-party receipt), an NDA can be challenged as unreasonable.
Mistake 3: Infinite Duration for Ordinary Information
Trade secrets can be protected indefinitely, but ordinary business information usually cannot. A 99-year lock on “marketing strategies” will not hold up. Match duration to the information’s useful life.
Mistake 4: No Remedy Clause
Without an injunctive-relief clause, you are left proving monetary damages, which is hard for leaked confidential information. Include both injunction and damages provisions.
Mistake 5: Naming the Wrong Party
Signing as “John Smith” when the business is “Smith Enterprises LLC” creates enforcement problems. Use the exact legal entity name.
Mistake 6: Omitting the DTSA Immunity Notice
As covered above, leaving out the §1833(b) notice in a worker’s NDA costs you punitive damages and attorney fees if you ever sue that person for trade-secret theft. It is one line to add and expensive to forget.
Mistake 7: Using a Generic Template Without Customizing It
A one-size-fits-all NDA may use terms that are unenforceable in your state, miss protections your industry needs, or include clauses you do not need. Fill in only what applies to you.
Frequently Asked Questions
Is a free NDA template legally binding?
Yes. An NDA’s validity depends on meeting contract requirements (offer, acceptance, consideration, capacity, and a lawful purpose), not on whether you paid for it. A properly completed free template can be enforced the same way a paid, attorney-drafted version is, as long as the terms are reasonable and you have customized it to your situation.
Can I use the same NDA for employees and contractors?
You can use the same core template, but adjust the terms. Employee NDAs often have narrower limits and must respect NLRA protections. Contractor NDAs can be broader because contractors are not covered by employment law the same way. For workers, keep the §1833(b) immunity notice in either version. It also helps to confirm the person is genuinely a contractor (our employee-vs-contractor quiz walks through the test) and to pair the NDA with a service agreement that defines the work itself.
What happens if someone violates an NDA?
You can pursue injunctive relief (a court order to stop further disclosure), monetary damages for actual losses, liquidated damages if the NDA specifies them, and attorney fees if it includes a fee-shifting clause. The usual first step is a cease-and-desist letter.
How long should an NDA last?
There is no single answer. Common practice is two to three years for general business information, around five years for proprietary processes, and indefinite for true trade secrets (information that has value because it is secret and is kept secret with reasonable efforts).
Do I need a lawyer to create an NDA?
For standard situations, a well-drafted template is enough. For high-stakes matters (valuable trade secrets, international agreements, regulated industries, or a complex transaction), attorney review is worth the cost.
Can I use an NDA to protect a business idea?
An NDA can protect the specific details of how your idea works, your plans, projections, and research. It generally cannot protect a broad concept on its own, only the confidential details around it. For discussions with manufacturers, investors, or partners before you file for a patent, an NDA is the standard tool.
What makes an NDA unenforceable?
Courts may refuse to enforce an NDA that is overly broad (“all information of any kind”), unreasonably long, signed under duress or without consideration, extremely one-sided, or that tries to block legally protected activity such as whistleblowing or wage discussions.
Download Your Free NDA Template
Protect your confidential information with our professionally formatted, fact-checked, fill-in-the-blank NDA template. Copy it from the section above, or download it in the format you prefer:
- Microsoft Word (.docx), fully editable
- PDF with fillable fields
- Google Docs for cloud editing
Need a state-specific NDA with guided, plain-English questions? LawDepot builds one from your answers.
Sources & References
This guide is fact-checked against the following official and authoritative sources:
- Cornell LII — Trade Secret
- Defend Trade Secrets Act — 18 U.S.C. §1836
- Whistleblower Immunity Notice — 18 U.S.C. §1833(b)
- Cornell LII — Contract
Fact-checked: July 2026 · ClearLegalTips editorial team. This is legal information, not legal advice.
ClearLegalTips is an independent publisher of plain-English legal guides, free document templates, and cost calculators for common U.S. legal tasks. Every article is reviewed by founder and editor Fatih Öztürk and fact-checked against official sources: statutes, court fee schedules, and government filing pages. Not a law firm; nothing here is legal advice.
